NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

     

    
      
        

      

    

     

    ASSIGNMENT
OF OVERRIDING ROYALTY INTERESTS

    


    
      	
              STATE
      OF TEXAS

            	
              §

            
	 
      	
              §

            
	
              COUNTIES
      OF STEPHENS, SHACKELFORD AND CALLAHAN

            	
              §

            


    

    


    KNOW
ALL BY THESE PRESENTS:

    


    THAT WHITT OIL & GAS,
INC., a Texas corporation, whose address is P. O. Box 1708, Albany, Texas
76430-1708 (Shackelford County) (“Assignor”), as the owner of
the oil and gas leases described in Exhibit
“A” hereto, for and in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by Assignor, does hereby Grant, Sell, Transfer and
Assign to the following named persons the following stated overriding
royalty interests in and to all oil, gas casinghead gas, and other hydrocarbon
substances produced, saved and marketed from the land subject to said
leases:

    


    
      (a)      
   2% to
_________________________ , whose
address is _______________________________;

    

    


    
      (b)          2% to
____________________________, whose
address is ____________________________;
and

    

    


    
      (c)        
 2% to
_____________________, whose
address is ___________________________________;

    

    


    effective
as of 7:00 a.m. CDT, December 1, 2009 (the “Effective
Time”);

    


    TO HAVE AND TO HOLD each
interest herein transferred and assigned unto each respective assignee and such
assignee’s heirs, executors, administrators and assigns, forever, subject only
to the following terms and provisions:

    


    
      	
               
      

            	
              A.

            	
              This
      assignment is made without warranty of title, express or implied, except
      as to parties claiming by, through or under Assignor, but not
      otherwise.

            


    

    


    
      	
               
      

            	
              B.

            	
              Each
      overriding royalty interest herein transferred is payable out of and only
      out of the oil and gas produced, saved and marketed, pursuant to the terms
      and provisions of the said leases.

            


    

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              C.

            	
              Each
      overriding royalty interest herein transferred shall be free of all
      development, production and operating expenses, but shall be chargeable
      with its proportionate part of all gross production taxes and other taxes
      properly assessable thereto.

            


    

    


    
      	
               
      

            	
              D.

            	
              Each
      overriding royalty interest herein transferred shall not be paid or
      accrued on any oil, gas, casinghead gas and other hydrocarbon substances
      used for operating, development or production purposes on the lands
      subject to the said leases or unavoidably lost, nor paid upon gas used for
      repressuring or recycling operations or pressure maintenance operations
      benefiting said lands.

            


    

    


    
      	
               
      

            	
              E.

            	
              Assignor,
      his heirs, executors, administrators and assigns, shall have the right to
      pool the oil and gas leases and lands covered hereby, or any portion
      thereof, with other lands and leases into voluntary units, or into units
      as established by any governmental authority having jurisdiction, and if
      the leases, and the lands covered thereby, or any part thereof, are pooled
      accordingly, then each overriding royalty interest herein conveyed shall
      be reduced in proportion that the acreage burdened by each overriding
      royalty interest bears to all the acreage included in any pooled
      unit.

            


    

    


    IN
WITNESS WHEREOF, Assignor has executed and delivered this assignment of
overriding royalty interest this ____ day of December, 2009, to be effective as
of the Effective Time.

    


    
      
        
          	 
      	
                  ASSIGNOR:

                
	 
      	 
      
	 
      	
                  WHITT
      OIL & GAS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  W.
      J. Whitt, President

                


        

      

    

    


    
      	
              STATE
      OF TEXAS

            	
              §

            
	 
      	
              §

            
	
              COUNTY
      OF ___________________________________

            	
              §

            


    

    


    This instrument was acknowledged before
me on December ____, 2009, by W. J. Whitt, President of Whitt Oil & Gas,
Inc., a Texas corporation, on behalf of said corporation.


    


    
      
        
          	
                  [Notarial Seal]

                	 
      	 
      
	 
      	 
      	
                  Notary
      in and for the State of Texas

                
	 
      	 
      	 
      
	
                  My
      Commission Expires:

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“A”

    


    Leases


    


    
      	
              1.

            	
              That
      certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
      between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee, recorded in
      Volume 194, Page 360, Real Property Records of Callahan County, Texas,
      covering the following two (2) parcels of land in Callahan County, Texas,
      to-wit:

            


    

    


    
      	
               
      

            	
              Tract
      I: Being 40 acres as near as is practicable in the form of a square around
      the LCS Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section
      142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan County,
      Texas.

            


    

    


    
      	
               
      

            	
              Tract
      II: Being 40 acres as near as is practicable in the form of a square
      around the Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL,
      Section 142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan
      County, Texas.

            


    

    


    
      	
              2.

            	
              That
      certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
      between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee, recorded
      in Volume 194, Page 363, Real Property Records of Callahan County, Texas,
      covering the following two (2) parcels of land in Callahan County, Texas,
      to-wit:

            


    

    


    
      	
               
      

            	
              Tract
      I: Being 40 acres as near as is practicable in the form of a square around
      the LCS Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section
      142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan County,
      Texas.

            


    

    


    
      	
               
      

            	
              Tract
      II: Being 40 acres as near as is practicable in the form of a square
      around the Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL,
      Section 142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan
      County, Texas.

            


    

    


    
      	
              3.

            	
              That
      certain Oil and Gas Lease dated ________________________, by and between
      Sharon White Stewart, Lessor, and Whitt Oil & Gas, Inc., Lessee,
      recorded in Volume _______, Page _______, Real Property Records of
      Stephens County, Texas, and recorded in Volume ________, Page ________,
      Real Property Records of Shackelford County, to the extent, and to the
      extent only, that said lease covers the following parcel of land,
      to-wit:

            


    

    


    
      	
               
      

            	
              Tract
      III: All of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746,
      Stephens and Shackelford Counties,
Texas.